TLSS 10-K & 10-Q changes, risk factors and insider trading
Transportation & Logistics Systems, Inc. (also TLSSD) · OTC · Transportation Services · CIK 1463208 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “RISKS RELATED TO OUR STATUS AS A SHELL COMPANY”
New heading “We are a “shell company” as defined under Rule 12b-2 of the Securities Exchange Act of 1934, which imposes significant restrictions and limitations on our ability to raise capital, attract investors, and execute a business combination or acquisition.”
New heading “Holders of our restricted shares of common stock will not be able to use Rule 144 to resell their shares for so long as we remain a shell company, and for twelve months thereafter, even if we cease to be a shell company in the future.”
New heading “As a shell company, we are subject to significant restrictions on our ability to register the resale of our securities, which may adversely affect the liquidity and marketability of our securities and our ability to raise capital.”
New heading “Our shell company status may deter potential acquisition or merger targets from entering into a business combination with us and may complicate or delay the Company’s ability to complete any such transaction.”
New heading “SEC enforcement and regulatory scrutiny may be heightened as a result of our shell company status, which could result in delays in the filing of SEC reports or adverse regulatory consequences.”
New heading “The Company’s shell company status may adversely affect the trading market for, and the price of, our common stock.”
New heading “Our stockholders will experience significant dilution as a result of the issuance of shares of our Common Stock upon conversion of shares of Series J Preferred.”
New heading “We could issue “blank check” preferred stock without stockholder approval with the effect of diluting then current stockholder interests and impairing their voting rights; and provisions in our charter documents could discourage a takeover that stockholders may consider favorable.”
New heading “If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our common stock price and trading volume could decline.”
New heading “You may experience future dilution as a result of issuance of the Shares, issuance of shares of common stock pursuant to any price protection features under the terms of our outstanding securities, future equity offerings by us and other issuances of our common stock or other securities. In addition, the issuance of the Shares and future equity offerings and other issuances of our common stock or other securities may adversely affect our common stock price.”
New heading “Substantial future sales of shares of our common stock could cause the market price of our common stock to decline.”
Removed heading “If our cybersecurity measures are compromised or unauthorized access to customer or consumer data is otherwise obtained, our products and services may be perceived as not being secure, our reputation may be damaged and we may face further difficulties securing new business prospects.”
Removed heading “As a result of our ceasing of operations, we may be considered a “shell company” in which case shares of our common stock will subject to restrictions on resale.”
Removed heading “Conversion and/or exercise of our preferred stock and/or warrants, has, and is likely to continue to dilute the ownership interest of our existing stockholders, including holders who had previously converted their notes and preferred stock or exercised their warrants, and has and may continue to depress the price of our common stock, and may impede our ability to raise funds in the future.”
Removed heading “All of our debt obligations will have priority over our common stock with respect to payment in the event of a bankruptcy, liquidation dissolution or winding up and the convertible notes may be accelerated upon certain events of default.”
Removed heading “Future sales of our securities could adversely affect the market price of our common stock and our future capital-raising activities could involve the issuance of equity securities, which would dilute your investment and could result in a decline in the trading price of our common stock.”
Largest changes
“Cybersecurity breaches could expose us to a risk of loss, the unauthorized disclosure of consumer or customer information, significant litigation, regulatory fines, penalties, loss of customers or reputational damage, indemnity obligations and other liability. There is no assurance that the programs, technologies, and processes that we had in place in an effort to maintain the security and protection of our non-public information and that of our customers was fully implemented, complied with or effective. …”see in full comparison
“All of our debt obligations will have priority over our common stock with respect to payment in the event of a bankruptcy, liquidation dissolution or winding up and the convertible notes may be accelerated upon certain events of default.”see in full comparison
“Because our business required the storage, transmission and utilization of consumer and customer information, we were routinely the target of attempted cybersecurity and other security threats by technically sophisticated and well-resourced outside third parties, among others, attempting to access or steal the data we store. We operated in an environment of significant risk of cybersecurity incidents resulting from unintentional events or deliberate attacks by third parties or insiders, which may involve exploiting security vulnerabilities or sophisticated attack methods. …”see in full comparison
“We are a “shell company” as defined under Rule 12b-2 of the Securities Exchange Act of 1934, which imposes significant restrictions and limitations on our ability to raise capital, attract investors, and execute a business combination or acquisition.”see in full comparison
“As a shell company, we are subject to significant restrictions on our ability to register the resale of our securities, which may adversely affect the liquidity and marketability of our securities and our ability to raise capital.”see in full comparison
“Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) defines a “shell company” as a registrant that has no or nominal operations and either no or nominal assets, assets consisting solely of cash and cash equivalents, or assets consisting of any amount of cash and cash equivalents and nominal other assets. As of the date of this Annual Report, the Company has no revenue-generating operations, one employee, and assets consisting of approximately $11,246 in cash. These characteristics cause the Company to meet the definition of a shell company. …”see in full comparison
Full comparison: every changed paragraph (55)
RISKS
RELATED ASSOCIATED WITHTO OUR BUSINESS AND INDUSTRY
TheDuring
2025, Companywe currently intends
to pursue the restructuring ofrestructured our existing debts and obligations and exploreare currently exploring new business opportunities. Exploration of potential
new new
business opportunities, mergers or acquisitions requires significant attention to source and evaluate. In addition, we can expect
to compete
for new business opportunities with other companies, some of which may have greater financial and other resources than we
do. We cannot
ensure that we will have sufficient cash to start a new business, consummate a merger or acquisition, or otherwise be able
to obtain financing
under acceptable terms, or obtain financing at all, for any new business venture. If we are unable to access sufficient
funding for a
new business venture, we may not be able to complete transactions that we otherwise find advantageous. Any such acquisition
will entail
numerous risks, including:
●
we may incur additional indebtedness
indebtedness, or we may issue additional equity to finance a new business venture or acquisitions, which could
be dilutive to our stockholders.
RISKS RELATED TO OUR GENERAL OPERATING RISK
OPERATIONS
As
a public company, we incur
significant legal, accounting, and other expenses. In addition, the Sarbanes-Oxley Act of 2002, as well as
rules subsequently implemented
by the SEC, have imposed various requirements on public companies, including requiring establishment and
maintenance of effective disclosure
and financial controls as well as mandating certain corporate governance practices. In the past,
our management and other personnel has
have devoted a substantial amount of time and financial resources to these compliance initiatives.
However, due to significant cost cutting
measures, the Company currently lacks the depth of management and personnel to meet such requirements.
Adverse publicity in connection with our Subsidiaries bankruptcy cases may negatively affect our current and future business prospects.
If our cybersecurity measures
are compromised or unauthorized access to customer or consumer data is otherwise obtained, our products and services may be perceived
as not being secure, our reputation may be damaged and we may face further difficulties securing new business prospects.
Because our business required
the storage, transmission and utilization of consumer and customer information, we were routinely the target of attempted cybersecurity
and other security threats by technically sophisticated and well-resourced outside third parties, among others, attempting to access or
steal the data we store. We operated in an environment of significant risk of cybersecurity incidents resulting from unintentional events
or deliberate attacks by third parties or insiders, which may involve exploiting security vulnerabilities or sophisticated attack methods.
These threats include social engineering attacks, phishing attacks, and other cyber-attacks, including state-sponsored cyber-attacks,
industrial espionage, insider threats, denial-of-service attacks, computer viruses, ransomware and other malware, payment fraud or other
cyber incidents. In addition, increased attention on and use of artificial intelligence increases the risk of cyber-attacks and data breaches,
which can occur more quickly and evolve more rapidly when artificial intelligence is used. Further, use of artificial intelligence by
our employees, whether authorized or unauthorized, increases the risk that our intellectual property and other proprietary information
will be unintentionally disclosed.
Cybersecurity breaches could
expose us to a risk of loss, the unauthorized disclosure of consumer or customer information, significant litigation, regulatory fines,
penalties, loss of customers or reputational damage, indemnity obligations and other liability. There is no assurance that the programs,
technologies, and processes that we had in place in an effort to maintain the security and protection of our non-public information and
that of our customers was fully implemented, complied with or effective. If our cybersecurity measures were breached as a result of third-party
action, employee error, malfeasance or otherwise, and as a result, someone obtains unauthorized access to our systems or to consumer or
customer information, sensitive data may have been accessed, stolen, disclosed, or lost, our reputation may be damaged, our business may
suffer and we could incur significant liability. Because the techniques used to obtain unauthorized access, disable, or degrade service
or to sabotage systems change frequently and generally are not recognized until launched against a target, or even for some time after,
we may be unable to anticipate these techniques, implement adequate preventative measures or remediate any intrusion on a timely or effective
basis. Because a successful breach of our computer systems, software, networks, or other technology asset could occur and persist for
an extended period of time before being detected, we may not be able to immediately address the consequences of a cybersecurity incident.
Historically,
we have primarily funded our operations with proceeds from sales of convertible debt, notes, and convertible preferred stock. Since our
inception, we have incurred recurring losses,losses. includingDuring the year ended December 31, 2025, we had net income of $33,833, which was caused
by the recording of a gain on debt extinguishment of $1,988,931. During the year ended December 31, 2024, we had a net loss of $3,824,470 and $14,264,646 for the years ended December 31, 2024$3,824,470.
and 2023, respectively. Until such time that we implement business operations, either internally or through an acquisition, we expect
to continue to generate operating
net losses in the foreseeable future, mostly due to corporate overhead and costs of being a public company.
These losses may increase,
and we may never achieve profitability for a variety of reasons, including due to a lack of revenue generating
operations, and other
factors described elsewhere in this “Risk Factors” section.
As
of of
AprilMarch 11,27, 20252026 and December 31, 2024,2025, we had a cash balance of $96,602$11,246 and $177,257,$15,835, respectively. Our cash balance as of AprilMarch
27, 11,
2025,2026, will not be sufficient to fund our operations for at least the next twelve months from the date of this Annual Report and we
will will
need to raise additional working capital.
We
plan to take steps to seek
to remediate these material weaknesses and to improve our financial reporting systems and implement new policies,
procedures, and controls.
However, as of the date of this Annual Report, due to cost cutting measures, we only have one employee dedicated
to our financial and
other public reporting obligations and have been untimely in reporting our financial results. If we continue to
be unsuccessful in remediating
the material weaknesses described above, or if other material weaknesses or other deficiencies arise in
the future, we continue to be
unable to accurately report our financial results on a timely basis. In addition, due to our lack of accounting
and finance personnel
personnel, our reported financial results may be materially misstated and require restatement which could result in the loss
of investor confidence,
delisting and/or cause the market price of our common stock to decline.
The
control deficiencies
in our internal control over financial reporting mayreporting, until remediedremedied, may cause errors in our financial statements or
cause our filings with
the SEC to not be timely.
There may be errors in our consolidated financial statements that could require a restatement, or our filings may not be timely made with the SEC. Based on the work undertaken and performed by us, however, we believe the consolidated financial statements contained in our reports filed with the SEC are fairly stated in all material respects in accordance with generally accepted accounting principles (“GAAP”) for each of the periods presented. At present, our internal control over financial reporting or disclosure controls and procedures are not effective. We identified material weaknesses including lack of sufficient internal accounting personnel in order to ensure complete documentation of complex transactions and adequate financial reporting.
We
intend to implement additional
corporate governance and control measures to strengthen our control environment as we are able, but we
may not achieve our desired objectives.
We may identify material weaknesses and control deficiencies in our internal control over financial reporting in the future that
may require
remediation and could lead investors losingto lose confidence in our reported financial information,
which could lead to a decline in our stock
price.
To
prepare prepare
consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions as of the
date of
the consolidated financial statements that affect the reported values of assets and liabilities, revenues and expenses, and disclosures
of contingent assets and liabilities. Areas requiring significant estimates by our management include:
At
the time the estimates and assumptions are made, we believe they are accurate based on the information available. However, our actual
results could differ from,from and could require adjustments to, those estimates.
If
we we
were to sustain a further decline in our or available cash, we could experience future difficulties in complying with our various
financial financial
obligations. The failure to comply with such obligations could result in an event of default under the various financial instruments
that that
may then become immediately due and payable. In addition, should an event of default occur, such lenders could elect to terminate
their their
commitments thereunder, cease making loans and institute foreclosure proceedings against our assets.
RISKS RELATED TO OUR STATUS AS A SHELL COMPANY
We are a “shell company” as defined under Rule 12b-2 of the Securities Exchange Act of 1934, which imposes significant restrictions and limitations on our ability to raise capital, attract investors, and execute a business combination or acquisition.
Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) defines a “shell company” as a registrant that has no or nominal operations and either no or nominal assets, assets consisting solely of cash and cash equivalents, or assets consisting of any amount of cash and cash equivalents and nominal other assets. As of the date of this Annual Report, the Company has no revenue-generating operations, one employee, and assets consisting of approximately $11,246 in cash. These characteristics cause the Company to meet the definition of a shell company. Our status as a shell company materially restricts our ability to raise capital from investors who require shorter liquidity timelines, may deter potential business combination partners, and imposes ongoing regulatory burdens that may be difficult for us to satisfy given our limited resources and personnel. There can be no assurance that the Company will be able to cease being a shell company within a timeframe, or at all, that would be acceptable to current or prospective investors.
Holders of our restricted shares of common stock will not be able to use Rule 144 to resell their shares for so long as we remain a shell company, and for twelve months thereafter, even if we cease to be a shell company in the future.
Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), provides a safe harbor from the registration requirements of the Securities Act for the resale of restricted and control securities. However, Rule 144 is not available for the resale of securities initially issued by a shell company, or a former shell company, unless and until: (i) the issuer is no longer a shell company; (ii) the issuer has been subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act for at least twelve months; (iii) the issuer has filed all required reports under Section 13 or Section 15(d) of the Exchange Act during the preceding twelve months; and (iv) at least one year has elapsed from the date that the issuer filed current “Form 10 information” with the SEC reflecting its status as an entity that is no longer a shell company. As a result, for so long as we remain a shell company, holders of our restricted shares of common stock will have no ability to resell their shares pursuant to Rule 144, regardless of how long they have held such shares or the volume of shares involved. Even after we cease to be a shell company, holders of restricted shares will not be able to rely on Rule 144 until all four of the conditions described above have been satisfied. This restriction significantly impairs the liquidity available to existing stockholders holding restricted shares and may make it substantially more difficult for the Company to attract future investors who would otherwise rely on the Rule 144 safe harbor for resale of their securities.
As a shell company, we are subject to significant restrictions on our ability to register the resale of our securities, which may adversely affect the liquidity and marketability of our securities and our ability to raise capital.
Under the SEC’s rules and interpretive guidance, a company that is currently a shell company, or that was formerly a shell company and has not yet satisfied all of the conditions for reliance on Rule 144(i)(2) of the Securities Act of 1933, as amended (the “Securities Act”), is subject to significant restrictions on its ability to effect a registered resale of its securities. While Rule 415(a)(1)(i) under the Securities Act generally permits the registration of securities for resale on a continuous or delayed basis by persons other than the issuer – without restriction as to the form of registration statement used – the SEC staff has consistently taken the position that, where an issuer is a shell company, a purported resale registration statement filed on Form S-1 on behalf of selling stockholders is likely to be recharacterized as an indirect primary offering by the issuer. If so recharacterized, the registered offering cannot be made at prevailing market prices on a continuous basis unless the issuer is eligible to use Form S-3 for primary offerings, which generally requires a public float of at least $75 million – eligibility that we do not currently satisfy. In making this determination, the SEC staff applies the multi-factor analysis set forth in Compliance and Disclosure Interpretation 612.09 of the Securities Act Rules C&DIs (the “C&DI Analysis”), which requires an assessment of, among other factors, whether the selling stockholders are acting as conduits for the issuer and whether the offering is in substance a distribution of securities on behalf of the issuer rather than a genuine secondary transaction.
The combined effect of our shell company status under Rule 144(i) and the SEC staff’s recharacterization risk under the C&DI Analysis is that, for so long as we remain a shell company and have not satisfied all of the Rule 144(i)(2) conditions, we will not be able to provide a conventional registered resale path – whether pursuant to Form S-1 or pursuant to Rule 144 – for the holders of our restricted securities, including holders of our Series J Senior Convertible Preferred Stock (the “Series J Preferred”) and the shares of our common stock issuable upon the conversion thereof. As of March 2026, an aggregate of approximately 11,042,400,000 shares of our common stock were issuable upon conversion of the then-outstanding shares of Series J Preferred, not including dividends accrued as of such date. Holders of our restricted securities who wish to resell those securities during this period may need to rely on other available exemptions from registration, such as Section 4(a)(7) of the Securities Act, offshore resales pursuant to Regulation S, or Rule 144A resales to Qualified Institutional Buyers, each of which is subject to its own material conditions, limitations, and investor eligibility requirements and may significantly constrain the universe of potential purchasers.
The unavailability of both a registered resale path and the Rule 144 safe harbor may have a material adverse effect on us and our securityholders. In particular, the inability to register the shares of common stock issuable upon conversion of the Series J Preferred may adversely affect the marketability and liquidity of the Series J Preferred and the underlying common stock, impair our ability to raise additional capital through the issuance of securities that require registration rights as a condition of investment, increase the cost and complexity of any future capital-raising efforts, and require us to offer more favorable economic terms to future investors to compensate for the lack of a registration pathway, resulting in greater dilution to our existing stockholders.
Our shell company status may deter potential acquisition or merger targets from entering into a business combination with us and may complicate or delay the Company’s ability to complete any such transaction.
We are currently exploring the possibility of replacing our discontinued businesses and entering into new lines of business, whether by acquisition, merger, or otherwise. Our status as a shell company may make it more difficult to attract suitable acquisition or merger candidates, as many target companies and their shareholders may be unwilling to become a publicly traded entity through a business combination with a shell company due to the regulatory burdens, investor perception, and securities law restrictions associated with shell company status described herein. In addition, a business combination with the Company would not cause us to cease being a shell company absent the filing with the SEC of “Form 10 information” reflecting our status as a non-shell company, which would trigger an additional one-year waiting period before former shell company restrictions are lifted under Rule 144(i). Target companies and their advisors may view these conditions as overly burdensome and elect to pursue other transaction structures or counterparties. There can be no assurance that we will be able to identify or consummate a business combination with a suitable candidate on acceptable terms, or at all, and our shell company status may be a contributing factor in our failure to do so.
SEC enforcement and regulatory scrutiny may be heightened as a result of our shell company status, which could result in delays in the filing of SEC reports or adverse regulatory consequences.
The SEC has historically devoted significant enforcement and review resources to the regulation of shell companies, including companies that have checked “Yes” to shell company status on Exchange Act periodic reports. SEC Staff review of Annual Reports or other filings by shell companies may be more frequent or more extensive than for operating companies. In addition, the SEC has broad authority under Exchange Act Section 12(j) to revoke the registration of a security if the issuer has failed to comply with provisions of the Exchange Act, a risk that is heightened in the context of shell companies that have limited resources to maintain reporting compliance. Given our current financial condition – including an accumulated deficit of $147,165,109 and a working capital deficit of $7,934,095 as of December 31, 2025 – our ability to maintain timely and complete SEC reporting is uncertain. Any SEC inquiry, comment letter, or enforcement action arising from our shell company status or related disclosures could materially divert management’s limited attention and financial resources and could have an adverse effect on our ability to consummate a business combination or raise capital.
The Company’s shell company status may adversely affect the trading market for, and the price of, our common stock.
Investors and market participants are generally aware of the restrictions and risks associated with shell companies, including the limitations on the use of Rule 144 and the restriction on the use of Form S-1 registration statements described above. This awareness may cause some investors to avoid purchasing shares of our common stock in the secondary market, reduce the overall demand for and liquidity of our common stock, and further depress the already limited trading market that exists for our shares. Our common stock is currently traded on the OTCID Basic Market under the symbol “TLSS,” and there can be no assurance that the trading market for our shares will improve or be sustained. A reduced investor base, combined with the regulatory restrictions associated with our shell company status, may result in greater volatility in the trading price of our common stock, increased difficulty in selling shares at or above the price at which they were acquired, and a higher risk of loss of the entire value of your investment.
Our stockholders will experience significant dilution as a result of the issuance of shares of our Common Stock upon conversion of shares of Series J Preferred.
Our outstanding shares of Series J Preferred are each initially convertible for 100,000 shares of common stock based on the conversion price of $0.001 per share of common stock and a stated value per share of Series J Preferred of $100. Furthermore, the shares of Series J Preferred accrue dividends on a daily basis at a rate of 10% per annum, which may be paid in cash or shares of common stock, thereby increasing the number of shares of common stock issuable upon conversion. The conversion of some or all of the Series J Preferred Stock will result in the issuance of a substantial number of shares of common stock and, as a result, the percentage ownership and voting power held by our existing stockholders will be significantly reduced and our stockholders will experience significant dilution. As of March 30, 2026, an aggregate of 11,042,400,000 shares of common stock were issuable upon conversion of the then-outstanding Series J Preferred, not including all dividends accrued as of such date.
As a result of our
ceasing of operations, we may be considered a “shell company” in which case shares of our common stock will subject to restrictions
on resale.
Due
to our ceasing of operations, we may currently have nominal operations with our assets consisting mostly of cash, and/or cash equivalents.
Accordingly, we may be deemed a “shell company” as defined in Rule 12b-2 of the 34 Act. If we are deemed a “shell”
company, until we are no longer a “shell company,” for twelve months, holders of our common stock holding restricted, non-registered
shares will not be able to use the exemptions provided under Rule 144 for the resale of their shares of common stock. Preclusion from
any prospective investor using the exemptions provided by Rule 144 may be more difficult for us to sell equity securities or equity-related
securities in the future to investors that require a shorter period before liquidity or may require us to expend limited funds to register
their shares for resale in a future prospectus.
Conversion and/or exercise of our preferred
stock and/or warrants, has, and is likely to continue to dilute the ownership interest of our existing stockholders, including holders
who had previously converted their notes and preferred stock or exercised their warrants, and has and may continue to depress the price
of our common stock, and may impede our ability to raise funds in the future.
In conjunction with capital raising
efforts during 2022 and 2021, the Company made commitments to stockholders, preferred stockholders, and warrant holders to issue, or keep
available for issuance, additional shares of common stock of the Company. On December 31, 2024 and 2023, the closing trading price of
our common stock as quoted on the OTC PINK was $0.0001 and $0.0008, respectively. Anti-dilution protection features contained in our preferred
stock securities purchase agreements and warrants only provide for one-way adjustment. If we issue or sell, or are deemed to have issued
or sold, additional shares of common stock, options, warrants of convertible instruments, other than certain exempt issuances, for a consideration
per share (the “Base Share Price”) less than a price equal to the conversion price in effect immediately prior to such issuance
or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance,
the conversion price then in effect shall be reduced to an amount equal to the Base Share Price. As a result, the existing stockholders,
including holders who earlier converted their notes or preferred stock, or exercised their warrants, will continue to be subject to substantial
dilution.
The past and potential future
dilution, and the potential lack of sufficient authorized shares, could make it more difficult for us to raise funds through future offerings
of common stock, warrants or convertible securities, and could adversely impact the terms under which we could obtain additional capital.
In addition, the existence of our convertible notes may encourage short selling by market participants because the conversion of any convertible
notes or preferred shares could be used to satisfy short positions.
Our
shares of common stock are currently quoted
on the OTCOTCID PINKbasic market and there is a limited trading market for our common stock.
We
were previously quoted on
the OTC PINK beginning on August 21, 2022, but were downgraded to the OTC Expert Market on July 17, 2024. As
of FebruaryMarch 26,30, 2025,2026, our
shares of common stock resumedare trading on the OTCOTCID PINK.basic market.
We could issue “blank check” preferred stock without stockholder approval with the effect of diluting then current stockholder interests and impairing their voting rights; and provisions in our charter documents could discourage a takeover that stockholders may consider favorable.
Our Articles of Incorporation, as amended (the “Articles of Incorporation”) authorizes the issuance of “blank check” preferred stock with designations, rights and preferences as may be determined from time to time by the Board. The Board is empowered, without stockholder approval, to issue a series of preferred stock with dividend, liquidation, conversion, voting or other rights which could dilute the interest of, or impair the voting power of, our common stockholders. The issuance of a series of preferred stock could be used as a method of discouraging, delaying or preventing a change in control. For example, it would be possible for the Board to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of our Company.
If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our common stock price and trading volume could decline.
The trading market for our common stock may depend in part on the research and reports that securities or industry analysts may publish about us or our business, our market and our competitors. We do not have any control over such analysts. If one or more such analysts downgrade or publish a negative opinion of our common stock, the common stock price would likely decline. If analysts do not cover us or do not regularly publish reports on us, we may not be able to attain visibility in the financial markets, which could have a negative impact on our common stock price or trading volume.
You may experience future dilution as a result of issuance of the Shares, issuance of shares of common stock pursuant to any price protection features under the terms of our outstanding securities, future equity offerings by us and other issuances of our common stock or other securities. In addition, the issuance of the Shares and future equity offerings and other issuances of our common stock or other securities may adversely affect our common stock price.
In order to raise additional capital, we may in the future offer additional shares of our Common Stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share as prior issuances of common stock. We may not be able to sell shares or other securities in any other offering at a price per share that is equal to or greater than the price per share previously paid by investors, the terms of certain of our outstanding securities may contain price protection features that allow holders of such securities to acquire the same number of shares of common stock at a lower price if certain events occur, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock or securities convertible into common stock in future transactions may be higher or lower than the prices per share for previous issuances of common stock or securities convertible into common stock paid by certain investors. You will incur dilution upon exercise of any outstanding stock options, warrants or upon the issuance of shares of common stock under our equity incentive programs. In addition, the issuance of the Shares, the issuance of shares of common stock pursuant to our outstanding securities, and any future sales of a substantial number of shares of our common stock in the public market, or the perception that such issuances or sales may occur, could adversely affect the price of our common stock. We cannot predict the effect, if any, that market sales of those shares of common stock or the availability of those shares for sale will have on the market price of our common stock.
Substantial future sales of shares of our common stock could cause the market price of our common stock to decline.
We expect that significant additional capital will be needed in the near future to continue our planned operations. Sales of a substantial number of shares of our common stock in the public market, or the perception that these sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our shares.
We have financed our operations, and we expect to continue to finance our operations, acquisitions, if any, and the development of strategic relationships by issuing equity, warrants and/or convertible securities, which could significantly reduce the percentage ownership of our existing stockholders. Further, any additional financing that we secure may require the granting of rights, preferences or privileges senior to, or pari passu with, those of common stock. Additionally, we may acquire other technologies or finance strategic alliances by issuing our equity or equity-linked securities, which may result in additional dilution. Any issuances by us of equity securities may be at or below the prevailing market price of our common stock and in any event may have a dilutive impact on your ownership interest, which could cause the market price of our common stock to decline. We may also raise additional funds through the incurrence of debt or the issuance or sale of other securities or instruments senior to our shares of common stock. The holders of any securities or instruments we may issue may have rights superior to the rights of our holders of our common stock. If we experience dilution from issuance of additional securities and we grant superior rights to new securities over common stockholders, it may negatively impact the trading price of our shares of common stock.
All of our debt obligations
will have priority over our common stock with respect to payment in the event of a bankruptcy, liquidation dissolution or winding up and
the convertible notes may be accelerated upon certain events of default.
In any bankruptcy, liquidation,
dissolution or winding up of the Company, shares of common stock would rank in right of payment or distribution below all debt claims
against us. As a result, holders of common stock will not be entitled to receive any payment or distribution in respect of their shares
prior to the discharge of all debt claims against us. As a result, holders of shares of common stock will not be entitled to receive any
payment or other distribution of assets in the event of a bankruptcy or upon a liquidation or dissolution until after all of our obligations
to our debt holders. Accordingly, holders of common stock may lose their entire investment in the event of a bankruptcy, liquidation,
dissolution or winding up of the Company.
Future sales of our securities could adversely
affect the market price of our common stock and our future capital-raising activities could involve the issuance of equity securities,
which would dilute your investment and could result in a decline in the trading price of our common stock.
We may sell securities in the
public or private equity markets if and when conditions are favorable, or at prices per share below the current market price of our common
stock, even if we do not have an immediate need for additional capital at that time. Sales of substantial amounts of shares of our common
stock, or the perception that such sales could occur, could adversely affect the prevailing market price of our shares and our ability
to raise capital. We may issue additional shares of common stock in future financing transactions or as incentive compensation for our
executive management and other key personnel, consultants, and advisors. Issuing any equity securities would be dilutive to the equity
interests represented by our then-outstanding shares of common stock. Moreover, sales of substantial amounts of shares in the public market,
or the perception that such sales could occur, may adversely affect the prevailing market price of our common stock, and make it more
difficult for us to raise additional capital. In addition, we have existing series of preferred stock outstanding that, if converted into
shares of our common stock, would cause additional dilution to our existing stockholders. In future offerings, we may also be required
to grant potential investors new securities rights, preferences, or privileges senior to those possessed by our then-existing stockholders
to induce them to invest in our company. The issuance of these senior securities may adversely affect the holders of our common stock
as a result of preferential dividend and liquidation rights over the common stock and dilution of the voting power of the common stock.
Management's Discussion & Analysis (MD&A)
Removed heading “Deconsolidation of subsidiaries”
Removed heading “Contingency gain”
Largest changes
“On March 10, 2025, the Company issued an unsecured non-convertible promissory note in the principal amount of $100,000, with interest at the rate of 10% per annum accruing and due at maturity in six months, to C/M Capital Master Fund, LP ( “C/M Capital”) and on March 25, 2025, the Company issued a second unsecured non-convertible promissory note in the principal amount of $75,000, with interest at the rate of 10% per annum accruing and due at maturity in six months to C/M Capital. These notes and herein referred to as the “March 2025 Notes”. …”see in full comparison
“On November 22, 2024, the Company issued an unsecured non-convertible promissory note (the “November 2024 Note”) in the aggregate principal amount of $50,000, with an interest rate of 10% per annum that matures six (6) months from the date of issuance, to the 2024 Lenders. If the Company defaults on the November 2024 Note, the 2024 Lenders have the right to demand repayment of the November 2024 Note in full upon five (5) business days’ notice to the Company. …”see in full comparison
“On January 21, 2025, the Company issued an unsecured non-convertible promissory note (the “January 2025 Note”) in the aggregate principal amount of $50,000, with an interest rate of 10% per annum that mature six (6) months from the date of issuance, to one of the 2024 Lenders. If the Company defaults on the January 2025 Note, the 2024 Lender has the right to demand repayment of the January 2025 Note in full upon five (5) business days’ notice to the Company. …”see in full comparison
“On October 9, 2024, the Company issued two unsecured non-convertible promissory notes (the “October 2024 Notes”) in the aggregate principal amount of $100,000, with an interest rate of 10% per annum that mature six months from the date of issuance, to the 2024 Lenders. If the Company defaults on the October 2024 Notes, the 2024 Lenders have the right to demand repayment of the October 2024 Notes in full upon five business days’ notice to the Company. …”see in full comparison
“Similar to the August 2024 Notes, if the Company defaults on the October 2024 Notes, the 2024 Lenders have the right to demand repayment of the October 2024 Notes in full upon five (5) business days’ notice to the Company. In the event that full payment is not made upon the expiry of a thirty (30) day period, a default penalty equal to 5.0% per month during the period of default in addition to the 10% interest rate will apply to the entire amount of the October Notes outstanding, including any accrued but unpaid interest. …”see in full comparison
“If the Company defaults on the August 2024 Notes, the 2024 Lenders have the right to demand repayment of the August 2024 Notes in full upon five (5) business days’ notice to the Company. In the event that full payment is not made upon the expiry of a thirty (30) day period, a default penalty equal to 5.0% per month during the period of default in addition to the 10% interest rate will apply to the entire amount of the August Notes outstanding, including any accrued but unpaid interest. …”see in full comparison
Full comparison: every changed paragraph (45)
TLSS
is a publicly-traded holding
company whose common stock had been quoted on the OTC PINK since August 21, 2022, but was removed from the
OTC PINK and listed on the
OTC Expert Market on July 17, 2024. As of FebruaryMarch 26,30, 2025,2026, our shares of common stock resumedare trading on the OTCOTCID
basic PINK.markets.
On December 1, 2023, TLSS-FC,
Inc. and Freight Connections filed voluntary bankruptcy petitions under Chapter 7 of the United States Bankruptcy Code in the State of
New Jersey and on February 27, 2024, Cougar Express, filed a Chapter 7 bankruptcy petition in the State of New York under the United States Bankruptcy
Bankruptcy Code. The Company’s other subsidiaries have all ceased operations since mid-February 2024 and have not filed bankruptcy.
Subsequent
to the cessation
of all of the Company’s revenue generating operations in February 2024 and through the date of this Annual Report,
the Company
continues to remain insolvent and as a result, has been unable to timely meet its annual and quarterly periodic reporting obligations
under the 34 Act.insolvent. The Company has obtained financing to enable it to complete the auditpreparation and review of the
annual financial statements for this Annual Report.
Following the filing of this Annual Report, we intend to continue working to complete the necessaryand interim financial statements through September 30, 2025 and
timely file thethis 2025Annual Quarterly ReportsReport; however, the Company will require additional
financing to fund the necessary costs related to
the preparation and filing of one or more of the 2025additional Quarterlyperiodic Reports.reports due with
respect to the 2026 calendar year.
Between May 2025 and November 12, 2025, we entered into exchange agreements (the “Series J Exchange Agreements”) with certain then current and former holders (the “Exchange Holders”) of our Series E Convertible Preferred Stock (the “Series E Preferred”), Series G Convertible Preferred Stock (the “Series G Preferred”) and warrants to purchase shares of our Common Stock (the “Exchanged Warrants”). Pursuant to the Series J Exchange Agreements, (i) the Exchange Holders exchanged an aggregate of 21,418 shares of Series E Preferred and accrued dividends of $192,776, and exchanged an aggregate of 406,500 shares of Series G Preferred and accrued dividends of $925,047, and (ii) we cancelled warrants to purchase up to an aggregate of 864,357,146 shares of Common Stock all in exchange for the issuance of an aggregate of 54,975 shares of the Company’s Series J Senior Convertible Preferred Stock, par value $0.001 per share (the “Series J Preferred”).
Also, between May 2025 and September 30, 2025, we entered into settlement agreements (the “Series J Settlement Agreements”) with holders of our outstanding liabilities (the “2025 Creditors”), pursuant to which, the 2025 Creditors agreed to settle an aggregate of $3,688,149 in outstanding liabilities and accrued interest in exchange for an aggregate of 36,882 shares of Series J Preferred.
On October 15, 2025, we entered into settlement agreements (the “Board Settlement Agreements”) with certain directors of the Company pursuant to which the directors settled an aggregate of $374,491 in outstanding liabilities, in exchange for the issuance of an aggregate of 3,785 shares of Series J Preferred. $337,042, which was netted against additional paid-in capital and accordingly, no gain or loss was recognized on these settlements.
On December 15, 2025, we entered into a settlement agreement (the “CEO Settlement Agreement”) with Sebastian Giordano, with respect to certain outstanding liabilities (the “Outstanding Liabilities”). Pursuant to the CEO Settlement Agreement, Mr. Giordano agreed to settle an aggregate of $1,400,712 in Outstanding Liabilities in exchange for the issuance of an aggregate of 10,007 shares of the Company’s Series J Preferred Stock.
In addition, we are also evaluating
a possible restructuring of our remaining existing debts and obligations, as well as assessing the possibility of replacing our discontinued
businesses and/or entering into new line(s) of business, whether by acquisition or otherwise. However, there can be no assurance that
we will, in fact, be able to replace our former business and/or enter into new line(s) of business, or to do so profitably.
In
addition, we are also negotiating possible further restructuring of our remaining existing debts and obligations, as well as assessing
the possibility of replacing our discontinued businesses and/or entering into new line(s) of business, whether by acquisition or otherwise.
However, there can be no assurance that we will, in fact, be able to replace our former business and/or enter into new line(s) of business,
or to do so profitably. The following discussion highlights
the results of our operations and the principal factors that have affected
the Company’s consolidated financial condition as well
as its liquidity and capital resources for the periods described and provides
information that management believes is relevant for an
assessment and understanding of the consolidated financial condition and results
of operations presented herein. The following discussion
and analysis are based on the unaudited consolidated financial statements contained
in this Annual Report, which have been prepared in accordance
with GAAP. You should read the discussion and analysis together with
such suchunaudited consolidated financial statements and the related notes thereto.
Deconsolidation of subsidiaries
The Company accounts for a gain
or loss on deconsolidation of subsidiaries or derecognition of a group of assets in accordance with ASC 810-10-40-5. The Company measures
the gain or loss as the difference between (a) the aggregate of fair value of any consideration received, the fair value of any retained
noncontrolling investment and the carrying amount of any noncontrolling interest in the former subsidiary at the date the subsidiary is
deconsolidated and (b) the carrying amount of the former subsidiary’s assets and liabilities or the carrying amount of the group
of assets.
For
the years ended December
31, 20242025 and 2023,2024, total revenue is reflected as $0. During the year ended December 31, 2025, we generated
no revenues. During the year ended December 31, 2024, total revenues were reflected as $0 as all activities of the Subsidiaries
were reclassified as discontinued operations
on our consolidated financial statements.
For
the year ended December 31,
2024, 2025, total operating expenses amounted to $1,873,250 as$1,407,876 compared to $2,458,141$1,873,250 for the year ended December
31, 2023,2024, a decrease of $584,891,
$465,374, or 23.8%,24.8%, as reflected in the accompanying chart and described more fully below.
For
the year ended December 31,
2024, 2025, compensation and related benefits amounted to $1,153,076$673,026 as compared to $1,270,883$1,153,076 for the year ended
December 31, 2023,2024, a decrease
of $117,807,$480,050, or 9.3%.41.6%. During the year ended December 31, 2024,2025, the overall decrease in compensation and
related benefits as compared to
the year ended December 31, 20232024 was primarily attributable to a decrease in compensation paid to significant
employees, including the
departure of our chief financial officer in October 2023, a decrease in administrative staff due to lackthe discontinuation of workingour capital,trucking businesses in February 2024 aggregating $8,101,
and a decrease
in stock-based compensation of $316,197.$71,949. TheseAdditionally, decreasesduring werethe offsetyear byended anDecember increase31, of2024, we recorded a $400,000
severance relatedexpense as compared to $0 during the 2024year accrualended ofDecember a31, severance
payment due to our chief executive officer pursuant to his employment agreement.2025.
For
the year ended December 31,
2024, 2025, legal and professional fees were $590,695$714,873 as compared to $983,868$590,695 for the year ended December 31, 2023,2024,
an a decreaseincrease of $393,173,
$124,178, or 40.0%,21.0%, which was primarily attributable to aan decreaseincrease in legal fees of $278,911,$95,270, aan decreaseincrease in stock-based
professional fees of $7,750, an increase in accounting and auditing fees of $23,841
$13,221 and a net decreaseincrease in other professional fees of $90,421.
$7,937.
Contingency gain
For the year ended December 31,
2024, contingency gain amounted to $0 as compared to a contingency gain of $150,000 for the year ended December 31, 2023, a decrease of
$150,000, or 100.0%. In connection with the finalization of the assignment for the benefit of creditors executed between Prime EFS and
Shypdirect, in 2022, Terri Jane Freedman, as assignee, had demanded a one-time payment of $200,000 to close out the estates of Prime EFS
and Shypdirect. During 2023, we negotiated this amount and settled on a payment of $50,000. Accordingly, during the year ended December
31, 2023, we recorded a contingency gain of $150,000. As of both December 31, 2024 and 2023, accrued expenses related to this settlement
amounted to $50,000, which is included in accrued expenses on the accompanying consolidated balance sheets.
For the year ended December 31, 2025, loss from operations amounted to $1,407,876 as compared to $1,873,250 for the year ended December 31, 2024, a decrease of $465,374, or 24.8%, primarily due to: (i) decreases in compensation and other benefits of $480,050; and (ii) a decrease in general and administrative expenses of $109,502, offset by an increase in legal and professional fees of expenses of $124,178, as discussed above.
For the year ended December 31,
2024, loss from operations amounted to $1,873,250 as compared to $2,458,141 for the year ended December 31, 2023, a decrease of $584,891,
or 23.8 %, primarily due to: (i) decreases in legal and professional fees of expenses of $393,173; (ii) general and administrative expenses
of $223,911; and (iii) compensation and other benefits of $117,807, which decrease was partially offset by a $150,000 decrease in the
contingency gain attributable to reduced settlement amount as discussed above.
Total
other income (expenses)
includes interest income, interest expense,expense and gain on deconsolidationdebt of subsidiaries.extinguishment. For the years ended December 31, 20242025 and 2023,2024, other
other income (expenses) consisted of the following:
For the year ended December 31,
2024 and 2023, interest income was $0 and $992, respectively, a decrease of $992, or 100.0% due to lower cash balances in 2024 as compared
to 2023.
For
the year ended December 31,
2024 2025 and 2023,2024, aggregate interest expense was $232,711$139,412 and $79,035,$232,711, respectively, ana increasedecrease of $153,676, $93,299,
or 194.4%.40.1%. The increasedecrease in
interest expense was primarily attributable to an increaseoverall decrease in related party and third partythird-party notes payable.payable,
as all notes payable and related accrued interest was converted to Series J Preferred Stock.
During the year ended December 31, 2025, we recognized a gain on debt extinguishment of $1,988,931. We did not recognize any gain on debt extinguishment during the year ended December 31, 2024.
During the year ended December
31, 2024 and 2023, we recorded a gain from the sale of assets of our subsidiary of $0 and $9,983, respectively, a decrease of $9,983,
or 100.0%. The gain from the sale of assets the year ended December 31, 2023 was recorded to reflect miscellaneous post-closing adjustments
on the 2022 sale of assets of our former Shyp FX subsidiary.
In November 2023, we ceased operations
of our Freight Connections subsidiary and on December 1, 2023, Freight Connections and TLSS-FC filed a Chapter 7 bankruptcy petition in
the State of New Jersey under the United States Bankruptcy Code. Additionally, in February 2024, we ceased operations of all remaining
logistic and transportation services subsidiaries, and on February 27, 2024, Cougar Express
filed a Chapter 7 bankruptcy petition in the
State of New York under the United States Bankruptcy Code. Accordingly, the financial position
and results of operations of all our Subsidiaries
are reflected as discontinued operations for all periods presented.
During
the year ended December
31, 2024, operating expenses of discontinued operations included an impairment loss of $555,628 from the write
down of property and equipment.
During the year ended December 31, 2023, operating expenses of discontinued operations included an impairment loss of $4,107,226 from
the write down of property and equipment, right of use assets, intangible assets and goodwill.
Net income (loss)
Due
to factors discussed above,
for the year ended December 31, 20242025 and 2023,2024, net income (loss) amounted to $3,824,470$33,833 and $14,264,646,$(3,824,470), respectively.
For the year ended December
31, 2024,2025, net lossincome attributable to common stockholders, which included dividends accrued on shares of the
Company’s Series E Convertible
Preferred Stock (the “Series E Preferred”), shares of the Company’s Series G Convertible
Preferred Stock (the “Series G Preferred), and shares of the Company’s Series J Convertible Preferred Stock (the “Series
J Preferred) of $730,906, and the recording of a deemed contribution on exchange of equity instruments of $800,380, amounted to $103,307,
or $0.00 per basic and diluted common share. For the year ended December 31, 2024, net loss attributable to common stockholders, which
included dividends accrued on shares of the Company’s Series E Convertible Preferred Stock (the “Series E Preferred”)
and shares of the Company’s Series G Convertible Preferred Stock (the “Series
G Preferred) of $310,268, amounted to $4,134,738,
or $(0.00) per basic and diluted common share. For the year ended December 31, 2023,
net loss attributable to common stockholders, which included dividends accrued on the Series E Preferred and the Series G Preferred of
$558,553, amounted to $14,823,199, or $(0.00) per basic and diluted common share.
On
December 31, 2024,2025, and 2023
2024 we had a cash balance of $177,257$15,835 and $218,152,$177,257, respectively. Our working capital deficit was $11,892,017$7,934,095 and $7,997,436
$11,892,017 on December 31,
2024 2025 and 2023,2024, respectively. We reported a net decrease in cash for the year ended December 31, 20242025 of $40,895 $161,422
primarily as a result
of cash used in operations of $386,699 and the repayment of notes payable of $346,034,$486,422, which were partiallywas offset by net cash proceeds
received from notes payable of $300,000 and proceeds from related party notes payable of $391,838.$325,000.
As
of AprilMarch 11,27, 2025,2026, the
Company had $96,602$11,246 in cash, consisting of: (i) $75,671$10,925 remaining from the issuance of an unsecured two (2) promissory notes in
March 2025 in the aggregate principal amount of $175,000 and (ii) $20,931$321 related to Severance Trucking.
Our
consolidated financial statements
have been prepared on a going concern basis, which contemplates the realization of assets and the settlement
of liabilities and commitments
in the normal course of business. As reflected in the accompanying consolidated financial statements,
we had a net income (loss) of $3,824,470
$33,833 and $14,264,646$(3,824,470) for the years ended December 31, 20242025 and 2023,2024, respectively. The net cash used
in operations was $386,699$486,422 and $2,812,443
$386,699 for the years ended December 31, 20242025 and 2023,2024, respectively. Additionally, we had an accumulated
deficit and working capital deficit
of $146,468,036$147,165,109 and $142,333,298,$7,934,095 on December 31, 2024 and 2023,2025, respectively. These factors, in addition to
the cessation of all operations,
raises raise substantial doubt about our ability to continue as a going concern for a period of twelve months
from the date of this Annual Report.
On August 12, 2024, the Company
issued two (2) promissory notes (the “August 2024 Notes”) in the aggregate principal amount of $150,000, with two lenders,
who are holders of shares of the Company’s Series E and Series G preferred stock (the “2024 Lenders”). The August 2024
Notes have an interest rate of 10% per annum that mature six (6) months from the date of issuance. The primary purpose of the use of proceeds
from the August 2024 Notes were to fund initial costs related to: (i) the commencement of the Company’s 2023 audit and quarterly
reviews for 2024; (ii) regaining compliance with required SEC filings; (iii) maintaining the Company’s OTC listing; and (iv) keeping
the Company in good standing with requisite taxing authorities. Such financing anticipates the Company would secure additional financing
to complete such audit and file its past due SEC filings, although there is no guarantee that any such additional financing will be secured.
If the Company defaults on the
August 2024 Notes, the 2024 Lenders have the right to demand repayment of the August 2024 Notes in full upon five (5) business days’
notice to the Company. In the event that full payment is not made upon the expiry of a thirty (30) day period, a default penalty equal
to 5.0% per month during the period of default in addition to the 10% interest rate will apply to the entire amount of the August Notes
outstanding, including any accrued but unpaid interest. On February 10, 2025, the August 2024 Notes were amended to extend the due date
for the outstanding principal and interest of the August 2024 Notes from February 12, 2025 to August 12, 2025.
On October 9, 2024, the Company issued two unsecured
non-convertible promissory notes (the “October 2024 Notes”) in the aggregate principal amount of $100,000, with an interest
rate of 10% per annum that mature six months from the date of issuance, to the 2024 Lenders. If the Company defaults on the October 2024
Notes, the 2024 Lenders have the right to demand repayment of the October 2024 Notes in full upon five business days’ notice to
the Company. In the event that full payment is not made upon the expiry of a thirty-day period, a default penalty equal to 5.0% per month
during the period of default in addition to the 10% interest rate will apply to the entire amount of the October 2024 Notes outstanding,
including any accrued but unpaid interest. The primary use of the proceeds from the October 2024 Notes were for use in (i) the Company’s
2023 audit and quarterly reviews for 2024; regaining compliance with required SEC filings; (iii) maintaining the Company’s OTC listing;
(iv) keeping the Company in good standing with requisite taxing authorities; and (v) fees for routine litigation matters in the ordinary
course of business.
Similar to the August 2024 Notes,
if the Company defaults on the October 2024 Notes, the 2024 Lenders have the right to demand repayment of the October 2024 Notes in full
upon five (5) business days’ notice to the Company. In the event that full payment is not made upon the expiry of a thirty (30)
day period, a default penalty equal to 5.0% per month during the period of default in addition to the 10% interest rate will apply to
the entire amount of the October Notes outstanding, including any accrued but unpaid interest. On April 9, 2025 the October 2024 Notes
were amended to extend the due date for the outstanding principal and interest of the October 2024 Notes from April 9, 2025, to August
12, 2025.
On November 22, 2024, the Company
issued an unsecured non-convertible promissory note (the “November 2024 Note”) in the aggregate principal amount of $50,000,
with an interest rate of 10% per annum that matures six (6) months from the date of issuance, to the 2024 Lenders. If the Company defaults
on the November 2024 Note, the 2024 Lenders have the right to demand repayment of the November 2024 Note in full upon five (5) business
days’ notice to the Company. In the event that full payment is not made upon the expiry of a thirty (30) day period, a default penalty
equal to 5.0% per month during the period of default in addition to the 10% interest rate will apply to the entire amount of the November
2024 Note outstanding, including any accrued but unpaid interest. Concurrently with the issuance of the November 2024 Note, the Company
also entered into a letter agreement (the “November 2024 Letter Agreement”) with the 2024 Lenders setting forth, among other
items, the intended use of proceeds of the November 2024 Notes which include: (i) the completion of the Company’s 2023 audit and
reviews for the subsequent 2024 quarters; (ii) preparation and submission of any requisite filings with the SEC and OTC Expert Market;
(iii) maintaining good standing with requisite taxing authorities; and (iv) fees for routine litigation matters in the ordinary course
of business.
On January 21, 2025, the Company
issued an unsecured non-convertible promissory note (the “January 2025 Note”) in the aggregate principal amount of $50,000,
with an interest rate of 10% per annum that mature six (6) months from the date of issuance, to one of the 2024 Lenders. If the Company
defaults on the January 2025 Note, the 2024 Lender has the right to demand repayment of the January 2025 Note in full upon five (5) business
days’ notice to the Company. In the event that full payment is not made upon the expiry of a thirty (30) day period, a default penalty
equal to 5.0% per month during the period of default in addition to the 10% interest rate will apply to the entire amount of the January
2025 Note outstanding, including any accrued but unpaid interest. Concurrently with the issuance of the January 2025 Note, the Company
also entered into a letter agreement of even date (the “January 2025 Letter Agreement”) with the 2024 Lenders setting forth,
among other items, the intended use of proceeds of the January 2025 Notes which include: (i) the completion of the Company’s 2024
second and third quarter reviews; (ii) preparation and submission of any requisite filings with the SEC and OTC Expert Market; (iii) maintaining
good standing with requisite taxing authorities; and (iv) fees for routine litigation matters in the ordinary course of business.
On March 10, 2025, the Company
issued an unsecured non-convertible promissory note in the principal amount of $100,000, with interest at the rate of 10% per annum accruing
and due at maturity in six months, to C/M Capital Master Fund, LP ( “C/M Capital”) and on March 25, 2025, the Company issued
a second unsecured non-convertible promissory note in the principal amount of $75,000, with interest at the rate of 10% per annum accruing
and due at maturity in six months to C/M Capital. These notes and herein referred to as the “March 2025 Notes”. The March
2025 Notes were for the primary purpose of funding a portion of the costs related to: (i) the completion of the Company’s 2024 annual
financial statements and audit by the Company’s independent auditor and 2025 first quarter financial statements and independent
auditor review; (ii) preparation and submission of any requisite filings with the SEC and the OTC PINK; (iii) such tax-related and other
activities as may be necessary or legally required from time to time to restore the Company to good standing with requisite taxing authorities;
and (iv) fees for routine litigation matters in the ordinary course of business. The Company may repay the March 2025 Notes upon maturity
or prior to maturity with the mutual agreement of C/M Capital. The March 2025 Notes also contain customary events of default, which include,
without limitation, failure to pay principal, interest or other charges in respect of the March 2025 Note when due at maturity or otherwise,
failure to satisfy any covenant in the March 2025 Notes or other agreements between the Company and the Lender or any other creditor,
breach of representations and warranties set forth in the March 2025 Notes or any transaction document executed contemporaneously with
the March 2025 Notes, and certain judgment defaults, events of bankruptcy or insolvency of the Company. Upon the occurrence of such an
event of default under the March 2025 Notes, the Lender has the right to demand repayment of the March 2025 Notes in full upon five (5)
business days’ notice to the Company. In the event that full payment is not made upon the expiry of a thirty (30) day period, a
default penalty equal to 5.0% per month during the period of default in excess of the 10% interest rate will apply to the entire amount
of the March 2025 Notes outstanding, including any accrued but unpaid interest. C/M Capital may then, at its sole discretion, declare
the entire then-outstanding principal amount of the March 2025 Notes and any accrued but unpaid interest due thereunder immediately due
and payable, in which event C/M Capital may, at its sole discretion, take any action it deems necessary to recover amounts due under the
March 2025 Notes.
Management
cannot provide assurance
that we will remain current in our SEC filings, successfully restructure our debts and liabilities, find a
new business opportunity, achieve
profitable operations, become cash flow positive or raise additional debt and/or equity capital.
We are seeking to raise capital through
additional debt and/or equity financingsfinancing to fund the Company in the future and to pay our
debt obligations. Although we have historically
raised capital from sales of preferred shares, and from the issuance of promissory
notes and convertible promissory notes, there is no
assurance that it will be able to continue to do so. If the Company is unable to
raise additional capital or secure additional lending
in the near future, management expects that the Company would need to filing file
bankruptcy. Our consolidated financial statements do not
include any adjustments related to the recoverability and classification of
assets or the amounts and classification of liabilities that
might be necessary should we be unable to continue as a going
concern.
Net cash flows used in operating activities for the year ended December 31, 2025, amounted to $486,422. During the year ended December 31, 2025, net cash used in operating activities was primarily attributable to net income of $33,833, adjusted for non-cash gains on debt extinguishment of $1,988,931 and stock-based compensation and professional fees of $47,750, and changes in operating assets and liabilities as a result of increases in accounts payable and accrued expenses of $831,158, accrued expenses – related parties of $106,562, and an increase in accrued compensation and related benefits of $483,027.
Net cash flows used in operating
activities for the year ended December 31, 2023 amounted to $2,812,443. During the year ended December 31, 2023, net cash used in operating
activities was primarily attributable to a net loss of $14,264,646, adjusted for the add back (reduction) of non-cash items such as depreciation
and amortization expense of $1,487,813, non-cash impairment loss from discontinued operations of $4,107,226, non-cash loss from the deconsolidation
of subsidiaries of $391,558, loss on disposal of property and equipment of $88,995 and bad debt expense of $397,346 and changes in operating
assets and liabilities such as a decrease in accounts receivable of $991,985, a decrease in prepaid expenses and other current assets
of $32,244, decrease in security deposit of $89,171, an increase in accounts payable and accrued expenses of $3,077,389, an increase in
accrued expenses – related parties of $68,875, and an decrease in accrued compensation and related benefits of $77,631.
Net cash used in investing activities for the year ended December 31, 2025 and 2024 amounted to $0.
Net cash used in investing activities
for the year ended December 31, 2023 amounted to $770,759 and consisted of net cash used for acquisitions of $713,586, and cash used for
the purchase on transportation equipment of $519,644 offset by cash proceeds from a note receivable of $255,000 and the cash received
from acquisitions of $207,471.
For the year ended December 31, 2025, net cash provided by financing activities totaled $325,000. During the year ended December 31, 2025, we received cash proceeds of $325,000 from notes payable from unrelated third parties.
For the year ended December 31,
2023, net cash provided by financing activities totaled $2,330,547. During the year ended December 31, 2023, we received cash proceeds
of $1,160,000 from notes payable from related parties, $997,092 from notes payable from unrelated third parties and $619,111 from the
exercise of warrants, which were offset by the repayment of notes payable of $445,656.
What changed in the latest 10-Q
Risk Factors
New heading “If the PGS acquisition is not consummated, TLSS may remain a shell company and may lack an operating business.”
New heading “Even if the PGS acquisition closes, TLSS may continue to be treated as a shell company or face uncertainty regarding its status.”
Largest changes
“Even if the PGS acquisition closes, TLSS may continue to be treated as a shell company or face uncertainty regarding its status.”see in full comparison
“If the PGS acquisition is not consummated, TLSS may remain a shell company and may lack an operating business.”see in full comparison
“The Company currently has no operating business. The PGS transaction remains subject to closing conditions. If the transaction has not closed, is terminated or is otherwise delayed, TLSS may continue to meet the Rule 12b-2 definition of a shell company, may be unable to replace its discontinued operations, and may face additional difficulty raising capital, attracting acquisition partners, maintaining liquidity and complying with its reporting obligations. There can be no assurance that the PGS transaction will close or that any resulting business will generate revenue or become profitable.”see in full comparison
“Closing the PGS transaction may not, by itself, establish that TLSS is no longer a shell company. TLSS must evaluate its operations and assets as of the filing date and make the required disclosures, including any applicable information reflecting its status as a non-shell company. Until the Company can support a conclusion that it is no longer a shell company, uncertainty regarding its status may impair the marketability and liquidity of its securities, restrict resale and capital-raising activities, increase SEC review and compliance costs, and adversely affect stockholder value.”see in full comparison
Full comparison: every changed paragraph (5)
Our
outstanding shares of Series J Preferred are each initially convertible for 100,000 shares of Common Stock. Furthermore, the Series J
Preferred accrues dividends on a daily basis at a rate of 10% per annum, which may be paid in cash or shares of common stock, thereby
increasing the number of shares of common stock issuable upon conversion. The conversion of some or all of the Series J Preferred Stock
will result in the issuance of a substantial number of shares of common stock and, as a result, the percentage ownership and voting power
held by our existing stockholders will be significantly reduced and our stockholders will experience significant dilution. As of MarchJune
31,30, 2026, an aggregate of approximately 11 billion shares of common stock were issuable upon conversion of the then-outstanding Series
J Preferred, not including all dividends accrued as of such date.
If the PGS acquisition is not consummated, TLSS may remain a shell company and may lack an operating business.
The Company currently has no operating business. The PGS transaction remains subject to closing conditions. If the transaction has not closed, is terminated or is otherwise delayed, TLSS may continue to meet the Rule 12b-2 definition of a shell company, may be unable to replace its discontinued operations, and may face additional difficulty raising capital, attracting acquisition partners, maintaining liquidity and complying with its reporting obligations. There can be no assurance that the PGS transaction will close or that any resulting business will generate revenue or become profitable.
Even if the PGS acquisition closes, TLSS may continue to be treated as a shell company or face uncertainty regarding its status.
Closing the PGS transaction may not, by itself, establish that TLSS is no longer a shell company. TLSS must evaluate its operations and assets as of the filing date and make the required disclosures, including any applicable information reflecting its status as a non-shell company. Until the Company can support a conclusion that it is no longer a shell company, uncertainty regarding its status may impair the marketability and liquidity of its securities, restrict resale and capital-raising activities, increase SEC review and compliance costs, and adversely affect stockholder value.
Management's Discussion & Analysis (MD&A)
Largest changes
For the three and six months endedsee in full comparisonMarchJune31,30, 2026 compared with the three and six months endedMarchJune31,30, 2025
“Due to factors discussed above, for the six months ended June 30, 2026, and 2025, net (loss) income amounted to $(645,859) and $448,672, respectively. For the six months ended June 30, 2026, net loss attributable to common stockholders, which included dividends accrued on shares of the Company’s Series J Convertible Preferred Stock (the “Series J Preferred”) amounted to $(1,199,996), or $(0.00) per basic and diluted common share. …”see in full comparison
Due to factors discussed above, for the three months endedsee in full comparisonMarchJune31,30, 2026, and 2025, net (loss) income amounted to$324,884$(320,975) and$498,270,$946,942, respectively.respectively.For the three months endedMarchJune31,30, 2026, net loss attributable to common stockholders, which included dividends accrued on shares of the Company’s Series J Convertible Preferred Stock (the “Series J Preferred”) amounted to$600,422,$(599,574), or $(0.00) per basic and diluted common share. For the three months endedMarchJune31,30, 2025, netlossincome attributable to common stockholders, which included dividends accrued on shares ofthe Company’sSeries EConvertible Preferred Stock (the “Series E Preferred”) and shares of the Company’sPreferred, Series GConvertiblePreferred, and Series J PreferredStockof($140,696, and the“Seriesrecording ofGaPreferred)deemed contribution on exchange of$76,990,equity instruments of $800,380, amounted to$575,260,$1,606,626, or$(0.00)$0.00 per basic and diluted common share.
“For the six months ended June 30, 2026, compensation and related benefits amounted to $289,998 as compared to $320,680 for the six months ended June 30, 2025, a decrease of $30,682, or 9.6%. During the six months ended June 30, 2026, the overall decrease in compensation and related benefits as compared to the six months ended June 30, 2025 was primarily attributable to a decrease in compensation deferred to our chief executive officer.”see in full comparison
“For the three and six months ended June 30, 2025, in connection with the Series J Settlement Agreements and Series J Exchange Agreements, the Company recognized a gain on debt extinguishment of $1,466,728. Additionally, during the three and six months ended June 30, 2025, we recognized a gain on other debt extinguishment of $15,014. We did not recognize any gain on debt extinguishment during the three and six months ended June 30, 2026.”see in full comparison
For the three months endedsee in full comparisonMarchJune31,30, 2026, total operating expenses amounted to$233,457$227,501 compared to$332,271$389,375 for the three months endedMarch 31,June 30, 2025, a decrease of$98,814,$161,874, or29.7%,41.6%, as reflected in the accompanying chart and described more fully below. For the six months ended June 30, 2026, total operating expenses amounted to $460,958 compared to $721,646 for the six months ended June 30, 2025, a decrease of $260,688, or 36.1%, as reflected in the accompanying chart and described more fully below.
Full comparison: every changed paragraph (30)
On
April 1, 2026 and amended in July 2026, the Company, TLSS Acquisition, Inc., a wholly-owned subsidiary of the Company, (the “Acquisition
Sub”),
and TLSS Reverse PGS, LLC, a Texas limited liability company and a wholly-owned subsidiary of the Acquisition Sub (“TLSS
Reverse”), entered into a Member Interest and Asset Exchange Agreement (the “Agreement”) with Badcer Ops, Inc., a Nevada
Nevada corporation (the “Seller”), Jeff Badders and Mercer Street Global Opportunity Fund, LLC, a Delaware limited
liability company
(“Mercer”), as the shareholders of the Seller (the “Seller Shareholders”), Patriot Glass
Solutions, LLC, a Texas
limited liability company (“PGS”), and Michael Wanke (“Wanke”), the sole Manager and
twenty percent (20%) owner
of PGS. The Agreement provides for a reverse triangular merger of TLSS Reverse with and into PGS, with
PGS as the surviving entity, pursuant
to which the Seller’s eighty percent (80%) membership interest in PGS and four (4)
nanotechnology patents (the “Patents”)
will be exchanged, transferred and assigned to the Acquisition Sub in exchange
for the Merger Consideration described below.
The
closing of the transaction is expected to occur ten (10) days after audited financials for PGS for year-end
2024 and year-end 2025
and unaudited financials for PGS for the firstsix quartermonths ofended June 30, 2026 are completed and provided to TLSS, subject to the
the satisfaction or waiver of certain closing conditions, including, among others: (i) the completion of satisfactory due diligence by
TLSS; (ii) the accuracy of the representations and warranties of the parties; (iii) the procurement of acceptable landlord consent
to to
the assignment of and amendments to PGS’s lease for its operating facilities; (iv) delivery of certain financial
statements; and
(v) other customary closing conditions as set forth in the Agreement.
For
the three and six months ended MarchJune 31,30, 2026 compared with the three and six months ended MarchJune 31,30, 2025
The
following table sets forth our revenues, expenses and net loss for the three and six months ended MarchJune 31,30, 2026 and 2025.
For
the three and six months ended MarchJune 31,30, 2026 and 2025, we generated no revenues.
For
the three months ended MarchJune 31,30, 2026, total operating expenses amounted to $233,457$227,501 compared to $332,271$389,375 for the three months
ended March 31,June
30, 2025, a decrease of $98,814,$161,874, or 29.7%,41.6%, as reflected in the accompanying chart and described more fully below. For the six months
ended June 30, 2026, total operating expenses amounted to $460,958 compared to $721,646 for the six months ended June 30, 2025, a decrease
of $260,688, or 36.1%, as reflected in the accompanying chart and described more fully below.
For
the three and six months ended MarchJune 31,30, 2026 and 2025, operating expenses consisted of the following:
For
the three months ended MarchJune 31,30, 2026, compensation and related benefits amounted to $144,999 as compared to $160,340 for the three months
months ended MarchJune 31,30, 2025, a decrease of $15,341, or 9.6%. During the three months ended MarchJune 31,30, 2026, the overall decrease in compensation
and related benefits as compared to the threesix months ended MarchJune 31,30, 2025 was primarily attributable to a decrease in compensation deferred
to our chief executive officer.
For the six months ended June 30, 2026, compensation and related benefits amounted to $289,998 as compared to $320,680 for the six months ended June 30, 2025, a decrease of $30,682, or 9.6%. During the six months ended June 30, 2026, the overall decrease in compensation and related benefits as compared to the six months ended June 30, 2025 was primarily attributable to a decrease in compensation deferred to our chief executive officer.
For
the three months ended MarchJune 31,30, 2026, legal and professional fees were $87,084$81,919 as compared to $170,960$226,301 for the three months ended MarchJune
31,30, 2025, a decrease of $83,876,$144,382, or 49.1%,63.8%, which was primarily attributable to a decrease in legal fees of $35,231,$132,331, a decrease in accounting
and auditing fees of $44,705$11,344 and a net decrease in other professional fees of $3,940.$707.
For the six months ended June 30, 2026, legal and professional fees were $169,003 as compared to $397,261 for the six months ended June 30, 2025, a decrease of $228,258, or 57.5%, which was primarily attributable to a decrease in legal fees of $167,561, a decrease in accounting and auditing fees of $56,049 and a net decrease in other professional fees of $4,648.
General
and administrative expenses include bank fees and other general and administrative expenses. For the three months ended MarchJune 31,30, 2026,
general and administrative expenses were $1,374$583 as compared to $971$2,734 for the three months ended MarchJune 31,30, 2025, ana increasedecrease of $403,$2,151, or
41.5%.78.7%.
General and administrative expenses include bank fees and other general and administrative expenses. For the six months ended June 30, 2026, general and administrative expenses were $1,957 as compared to $3,705 for the six months ended June 30, 2025, a decrease of $1,748, or 47.2%.
For
the three months ended MarchJune 31,30, 2026, loss from operations amounted to $233,457$227,501 as compared to $332,271$389,375 for the three months ended MarchJune
31,30, 2025, a decrease of $98,814,$161,874, or 29.7%,41.6%, primarily due to: (i) decreases in compensation and other benefits of $15,341 and (ii) a
decrease decrease
in legal and professional fees of $83,876,$144,382, offsetand bya an increasedecrease in general and administrative expenses of $403,$2,151, as discussed above.
For the six months ended June 30, 2026, loss from operations amounted to $460,958 as compared to $721,646 for the six months ended June 30, 2025, a decrease of $260,688, or 36.1%, primarily due to: (i) decreases in compensation and other benefits of $30,682 and (ii) a decrease in legal and professional fees of $228,258, and a decrease in general and administrative expenses of $1,748, as discussed above.
Other income (expenses), net
Total
other income (expenses) include interest expense.expense and gain on debt extinguishment. For the three and six months ended MarchJune 31,30, 2026 and
2025, other expensesexpenses, net consisted of the following:
For
the three months ended MarchJune 31,30, 2026 and 2025, aggregate interest expense was $1,685$3,733 and $71,690,$53,174, respectively, a decrease of $70,005,$49,441,
or 97.6%.93.0%. For the six months ended June 30, 2026 and 2025, aggregate interest expense was $5,418 and $124,864, respectively, a decrease
of $119,446, or 95.7%. The decrease in interest expense was primarily attributable to an overall decrease in related party and third-party
notes payable,
as all 2024 and 2025 notes payable and related accrued interest were converted to Series J Preferred Stock.
For the three and six months ended June 30, 2025, in connection with the Series J Settlement Agreements and Series J Exchange Agreements, the Company recognized a gain on debt extinguishment of $1,466,728. Additionally, during the three and six months ended June 30, 2025, we recognized a gain on other debt extinguishment of $15,014. We did not recognize any gain on debt extinguishment during the three and six months ended June 30, 2026.
The
following table sets forth our revenues, expenses and net loss for the three and six months ended MarchJune 31,30, 2026 and 2025 related to discontinued
operations.
Due
to factors discussed above, for the three months ended MarchJune 31,30, 2026, and 2025, net (loss) income amounted to $324,884$(320,975) and $498,270,$946,942,
respectively. respectively.
For the three months ended MarchJune 31,30, 2026, net loss attributable to common stockholders, which included dividends accrued
on shares of
the Company’s Series J Convertible Preferred Stock (the “Series J Preferred”) amounted to $600,422, $(599,574),
or $(0.00) per
basic and diluted common share. For the three months ended MarchJune 31,30, 2025, net lossincome attributable to common stockholders,
which included
dividends accrued on shares of the Company’s Series E Convertible Preferred Stock (the “Series E Preferred”) and shares
of the Company’sPreferred, Series G ConvertiblePreferred, and Series J Preferred Stockof ($140,696, and the “Seriesrecording
of Ga Preferred)deemed contribution on exchange of $76,990,equity instruments of $800,380, amounted to $575,260,$1,606,626, or $(0.00)
$0.00 per basic and diluted common
share.
Due to factors discussed above, for the six months ended June 30, 2026, and 2025, net (loss) income amounted to $(645,859) and $448,672, respectively. For the six months ended June 30, 2026, net loss attributable to common stockholders, which included dividends accrued on shares of the Company’s Series J Convertible Preferred Stock (the “Series J Preferred”) amounted to $(1,199,996), or $(0.00) per basic and diluted common share. For the six months ended June 30, 2025, net income attributable to common stockholders, which included dividends accrued on shares of Series E Preferred, Series G Preferred, and Series J Preferred of $217,686, and the recording of a deemed contribution on exchange of equity instruments of $800,380, amounted to $1,031,366, or $0.00 per basic and diluted common share.
On
MarchJune 31,30, 2026 and December 31, 2025, we had a cash balance of $11,118$29,082 and $15,835, respectively. Our working capital deficit was $8,534,517$9,134,091
and $7,934,095 on MarchJune 31,30, 2026 and December 31, 2025, respectively.
As
of MayAugust 14,18, 2026, the Company had $43,040$61,464 in cash, consisting of: (i) $42,719$61,143 remaining from the issuance of unsecured promissory notes
notes and (ii) $321 related to Severance Trucking .Trucking.
Our
consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement
of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited consolidated financial statements,
we had a net loss of $324,884 and $498,270$645,859 for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively.2026. The net cash used
in operations
was $79,717$161,753 and $182,055$389,686 for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. Additionally, we had an accumulated
deficit deficit
and working capital deficit of $147,765,531$148,365,105 and $8,534,517$9,134,091 on MarchJune 31,30, 2026, respectively. These factors, in addition to the
cessation cessation
of all operations, raise substantial doubt about our ability to continue as a going concern for a period of twelve months from
the date
of this Quarterly Report.
Net
cash flows used in operating activities for the threesix months ended MarchJune 31,30, 2026, amounted to $79,717.$161,753. During the threesix months ended June
March 31,30, 2026, net cash used in operating activities was primarily attributable to a net loss of $324,884,$645,859, adjusted for changes in operating
assets and liabilities as a result of an increase in prepaid expenses and other current assets of $2,250, increases in accounts payable
and accrued expenses of $102,418,$194,108, and an increase in deferred compensation
and related benefits of $144,999.$289,998.
Net
cash flows used in operating activities for the threesix months ended MarchJune 31,30, 2025, amounted to $182,055.$389,686. During the threesix months ended June
March 31,30, 2025, net cash used in operating activities was primarily attributable to a net lossincome of $498,270,$448,672, adjusted for non-cash gains on
debt extinguishment of $1,481,742, and changes in operating
assets and liabilities as a result of increases in accounts payable and accrued
expenses of $133,278,$291,382, accrued compensation and related
benefits of $122,840,$245,680, and accrued expenses – related parties of $62,587.$106,562.
Net
cash used in investing activities for the threesix months ended MarchJune 31,30, 2026 and 2025, amounted to $0.
For
the threesix months ended MarchJune 31,30, 2026, net cash provided by financing activities totaled $75,000.$175,000. During the threesix months ended MarchJune 30,
31, 2026, we received cash proceeds of $75,000$175,000 from notes payable from unrelated third parties.
For
the threesix months ended MarchJune 31,30, 2025, net cash provided by financing activities totaled $225,000.$275,000. During the threesix months ended MarchJune 30,
31, 2025, we received cash proceeds of $225,000$275,000 from notes payable from unrelated third parties.
TLSS insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding TLSS (13F)
None of the 59 investors we track reported a position in their latest 13F.